LICENSE AGREEMENT

MyMeal mobi Services B.V., located at Steffensberg 45 , 9431 CX Westerbrok, hereinafter referred to as: MyMeal.nl and you as the registering entrepreneur, hereinafter referred to as: Partner

Hereinafter jointly referred to as the “Parties”.

Considering that:

• MyMeal nl has developed an Application, where the Partner has the opportunity to offer products and manage orders;
• MyMeal nl, by facilitating the Application, only acts as an intermediary and if an agreement is concluded by a User, this agreement is exclusively between Partners and Users.

Agree that:

1. Definitions and concepts In this License Agreement, the following terms written with capital letters are defined as follows.

   • Offer The products and/or services of Partner.
   • Application Both the website MyMeal.nl, as well as the website, Android and iOS application MyMeal.nl.nl, as developed and offered by MyMeal.mobi Services B.V., which is made available to the Licensee in accordance with the terms and conditions in this License Agreement.
   • Order The agreement that is concluded between Partner and a User due to the purchase by the User of a product or service from Partner via the Application.
   • Data breach: A breach of security of Personal Data that accidentally or unlawfully leads to the destruction, loss, alteration or unauthorized disclosure of or unauthorized access to transmitted, stored or otherwise processed data.
   • User A natural or legal person who uses the Application and associated services and has the opportunity to enter into an agreement with a Partner.
   • MyMeal nl Terms of Use: The terms that apply to Users of the Application, also attached as Appendix 2.
   • Partner The company that enters into a License Agreement with MyMeal.nl and wishes to use the Application in accordance with the terms and conditions in this License Agreement.
   • Personal data: All information about an identified or identifiable natural person, processed by MyMeal.nl and Partner via the Application.
   • License Agreement (Agreement): The terms of the present document including appendix(es).
   • Sub-processor Any third party engaged by MyMeal.nl or Partner to process Personal Data on behalf of MyMeal.nl or Partner.
   • Processing Any operation or set of operations with respect to Personal Data or a set of Personal Data, whether or not carried out by automated means, such as collection, recording, organization, structuring, storage, updating or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction of data.

2. Subject of the License Agreement

   • Based on this License Agreement, Partner has the right to use the Application, including the agreed functionalities and associated services.
   • The License Agreement determines the right of the Partner to use the Application, the selected functionalities and the additional materials and services within its business environment.
   • Subject to the payment of agreed fees and subject to the terms and conditions contained in this License Agreement, MyMeal.nl grants the Partner a worldwide, non-exclusive and non-transferable right to use the Application and associated services, as well as (future) updates and any documentation related to the Application for its own purposes.
   • The License Agreement includes all terms and conditions as agreed between the Partner and MyMeal.nl and replaces any previously concluded agreements relating to the subject of this License Agreement, both in writing and orally.

Conclusion of the License Agreement

• A Agreement between Partner and MyMeal.nl is concluded at the moment of signing this Agreement or after Partner has made a request and MyMeal.nl, after evaluating the request, is willing to enter into an agreement.
• If it turns out that the data provided by Partner at the request of the Agreement were incorrect, MyMeal.nl has the right to adjust the prices accordingly.

Duration and termination of the License Agreement

• The Agreement is entered into for the term as stated in Appendix 1. If no term is stated, the Agreement is entered into for a period of one (1) year.
• The Agreement can be canceled monthly. Annual license fees are not refunded.
• Termination of the Agreement implies deletion of the account and that Partner no longer has access to the Application.
• MyMeal nl has the right to terminate the Agreement with immediate effect and without any obligation to pay damages in writing if:
  • Partner has failed to fulfill its obligations under the Agreement and such a failure has not been rectified within five (5) working days after written notice of default by Partner;
  • Partner is declared bankrupt, applies for a suspension of payment or if a complete seizure of the Partner's assets is made;
  • Partner is the subject of a criminal, tax or any other investigation by the authorities.

5. Price

• Depending on the Offer of Partner, the license fee consists of a periodic fixed amount and an amount per promoted product and/or a percentage of the price paid by Users when ordering the Offer of Partner.
• For restaurant reservations, in addition to a fixed periodic amount, an amount per reservation is charged.
• The percentage of the price per placed takeout order to be paid by Partners will never exceed 15% excluding VAT.
• Fees for the delivery and use of the Application and associated services are stated in Appendix 1.
• All prices mentioned are in Euro and exclude VAT and other levies imposed by the government.
• Appendix 1 is an integral part of this agreement.
• MyMeal nl reserves the right to increase the prices if cost factors over which it has no influence give cause to do so after the conclusion of the Agreement.
• If the price increase exceeds 8%, the Licensee is entitled to terminate the Agreement by registered letter within seven (7) calendar days after notification of the price increase.
• MyMeal nl is entitled to increase the prices annually based on a price change according to the change in the price index figure according to the consumer index (CPI), series all households (2015 = 100), published by the Central Bureau of Statistics (CBS).

6. Payment terms

• The fixed fee owed by Partner is invoiced by MyMeal.nl periodically.
• For the variable fee, the Application is designed in such a way that MyMeal.nl collects the payments of Users to Partner.
• Invoicing and payment takes place weekly afterwards, with a delay of one (1) week.
• Partner agrees to electronic invoicing by MyMeal.nl. Invoices will be made available in a common format in the Application and/or sent to the email address of Partner known to MyMeal.nl.
• Unless otherwise stated in the Agreement, the payment term for invoices is 30 days.
• Partner is in default in case of non (timely) payment by the mere expiry of the payment term.
• MyMeal nl is entitled to charge Partner, from the due date of the invoice until the day of fulfillment, an interest of 1% above the statutory interest per month (whereby part of the month is counted for the entire month).
• If Partner fails to pay after being properly summoned, MyMeal.nl will be able to hand over the claim for collection. In that case, MyMeal.nl is entitled to reimbursement of extrajudicial costs which are calculated on the basis of the collection rate of the Dutch Bar Association but will amount to at least €300.
• Payments made by Partner always first serve to satisfy all due interest and costs, secondly of the due invoices that have been open the longest.
• Partner is not allowed to suspend the payment of amounts due or to offset them.
• The claim for payment is immediately due, in case Partner or a third party files for bankruptcy of Partner, applies for suspension of payment of Partner, or if a third party seizes all assets of Partner, or if Partner enters liquidation or is dissolved.

7. Offer and Orders

• If a User of the Application places an Order with a Partner, only an agreement is concluded between Partner and the User.
• With an Order, Partner is obliged towards User to apply the MyMeal.nl Terms of Use.
• If Partner uses its own general terms and conditions, these are expressly not applicable to the agreement between Partner and User, concluded via the Application.
• Partner guarantees that the Offer is of good quality.
• Orders from Users are forwarded via the Application to Partner. After acceptance, Partner takes care of the Order and that it is carefully packaged.
• If the foregoing is not complied with, MyMeal.nl has the right to impose a surcharge on Partner for any resulting costs.
• If the delivery of an order is provided by a courier employed by MyMeal.nl, he has the right to check the order. If an Order is not ready for dispatch according to the courier's judgment, the courier may refuse the Order on behalf of MyMeal.nl. In that case, Partner remains liable for commission to MyMeal.nl.
• MyMeal nl reserves the right to stop placing orders and carrying out deliveries in the event of irresponsible weather conditions (for example KNMI code orange/red).
• Partner refrains from independently promoting its own delivery service via the service of MyMeal.nl.
• Partner acknowledges and accepts that Users have the opportunity to assign a rating to Partner or leave reviews. MyMeal.nl has no influence on these reviews and will not censor them, unless Partner demonstrates that a review is contrary to law or regulation, public order and/or good morals. Such reviews can be removed by MyMeal.nl as soon as they become aware of it.
• Complaints from Users about the Application or delivery are handled by MyMeal.nl. Partner is not allowed to make agreements or promises to Users regarding the Offer on the Application. If Partner makes commitments to User, these costs are at the expense of the Partner.
• Use of the Application

The Partner must provide correct, accurate, current, and complete information. Data can be graphically adjusted if MyMeal.nl deems it necessary for publication on the platform. The Partner shall provide all information necessary for the execution of this Agreement and shall at least include address details, telephone number(s), email address, opening hours, delivery times and area, menu(s), assortments, price lists, ingredients, mandatory label information, allergy information, and all product information that must be disclosed according to law and regulations. Differences between the information provided in the Application and reality are entirely the responsibility of the Partner. The requirements regarding the provided data also apply to future use. The Partner is also responsible for correcting or removing outdated data. MyMeal.nl may refuse registration or not publish information if incomplete, incorrect, or insufficient data is provided. Unless otherwise agreed in writing, the Partner is not allowed to apply for the Application in the name of affiliated companies or third parties, to sublet it, or otherwise make it available to third parties. This does not include the Partner's employees. The Partner thus declares that he is responsible for the confidentiality of his user account and login details. The Partner is aware that loss of login details can lead to unauthorized access to the Application. Therefore, the Partner will shield the login details from unauthorized persons. The Partner remains responsible for all actions performed through the Application in his user account.

Limitations of the right of use

The Partner is not entitled to sell, distribute, rent, lease, loan, transfer, or otherwise make available the Application or any part of the software to a third party without the written consent of MyMeal.nl. Furthermore, the Partner must refrain from actions that could have a harmful impact on the proper functioning and security of the Application and/or its use. The right of use is limited in that the use must not violate this License Agreement, applicable law, the rights of third parties, and generally accepted principles on the internet. The following actions are strictly prohibited: The use of software programs designed to collect and obtain Application data, including but not limited to: spiders, crawlers, robots, and similar software. The use of the Application and its Data for spam, chain letters, junk mail, and/or similar variations. Violating the confidentiality of other user accounts or accessing other user accounts without permission. Using a false or foreign identity and/or information during registration. The Partner has the ability to upload content to the Application. In any case, it is prohibited to upload the following content to the Application: Any content that can be considered inappropriate or unlawful due to its illegal, harmful, offensive, threatening, misleading, obscene, pornographic, or racist nature, and/or in general because of its inconsistency with public order or good morals. Content that infringes on the intellectual property rights and portrait rights of other users and/or third parties. Content that results from or refers to a criminal or criminally sanctioned act or encourages such an act. Content that causes harm to other users. The distribution of harmful software such as computer viruses, worms, trojans, and cancelbots falls under this category. MyMeal.nl reserves the right to take all reasonable and appropriate measures when a Partner violates this License Agreement or infringes on any other known obligation, applicable law, the rights of third parties, or the generally accepted code of conduct on the internet. MyMeal.nl has a wide margin of appreciation to sanction a breach, always in proportion to the breach. MyMeal.nl may temporarily or permanently limit the Partner's access to certain functionalities or impose a temporary or permanent ban on use. When circumstances require it, these measures may be taken without any prior warning or notification. The Partner cannot claim any refund or compensation. If the Partner believes that the measure taken is inappropriate or unfounded, he must report this in writing to MyMeal.nl within 15 calendar days after the measure is imposed. MyMeal.nl will consider the arguments without being obliged to undo the initial measures. Furthermore, the Partner must refrain from any use that significantly exceeds the use of the Application and additional services of MyMeal.nl by an average Partner ('excessive use'). Such excessive use carries a risk of damage to the network or a system overload of the Application. There is no maximum set for the Data that can be stored through the Application, but a 'Fair Use Policy' applies. MyMeal.nl uses a fair use policy for the use of the Application. A fair use policy means: a maximum regarding the use of the Application or the storage that the Partner may use in the context of the Application. In that case, a realistic amount of storage will be determined based on the average consumption of all users of the Application of similar size and/or with similar terms. If the Partner exceeds the realistic amount twice (2 times), MyMeal.nl will contact the Partner to come to a reasonable solution, for example, a higher rate. The obligations of the Partner included in this License Agreement are analogously applicable to employees and third parties who fall under the responsibility of the Partner.

11. Availability and Maintenance

MyMeal nl makes the Application available as a web application and partly as a mobile application for Android and iOS. It is the Partner's full responsibility to take all necessary measures within its sphere of influence to enforce the right of use of the Application, such as keeping its own hardware and software up-to-date. MyMeal.nl has an obligation to strive for the best possible response time and data access for the Partner. Maintenance work, changes, and improvements to the Application can temporarily affect accessibility and proper functioning of the Application. MyMeal.nl will inform the Partner in time, at least 24 hours in advance, about such actions, as far as possible and as far as it is useful. MyMeal.nl will inform the Partner about the nature and expected duration of the interruption, as well as the expected resolution time and any emergency measures in case of failures or unavailability of its systems, network connections, or other matters relevant to the Application. If MyMeal.nl believes that taking the Application offline is necessary for its proper functioning, it is entitled to do so immediately without prior notice to the Partner. However, MyMeal.nl is never obliged to compensate for any damage related to such outages. If and insofar as the proper execution of the Application requires it, MyMeal.nl has the right to have certain tasks performed by third parties without informing the Partner. MyMeal.nl will not charge the Partner for the expenses made by the third party. MyMeal.nl offers support in the form of email contact and telephone contact. The contact details for support can be found in the Application. During the duration of the Agreement, order data will be stored for a maximum of five (5) years. After this period, MyMeal.nl is entitled to delete the data, unless otherwise agreed in writing.

12. Warranties and Amendments

The Partner accepts that the Application only contains the functionality and other properties as the Partner finds in the Application at the time of delivery ("as is"), therefore with all visible and invisible errors and defects. MyMeal.nl will address the reported problems and/or defects in the next update of the Application. In the case of urgent problems and/or defects, MyMeal.nl will strive to perform and make the update available to the Partner within two (2) calendar days. MyMeal.nl cannot guarantee that (possible) links with third parties always work and/or are sufficiently secured. The Partner is aware that MyMeal.nl depends on (the availability and/or the infrastructure of) these third parties. Information from (links) third parties is not checked by MyMeal.nl for accuracy and completeness. The Partner is responsible for checking the accuracy and completeness of the information. MyMeal.nl is not responsible for incorrect or incomplete delivery of Data by third parties. MyMeal.nl may from time to time adjust the functionality of the Application. Feedback and suggestions from the Partner are welcome. MyMeal.nl aims to, but is not obliged to, announce at least 24 hours in advance that updates will be carried out. The Partner cannot continue to use the old version of the Application or claim an announced update that has not been carried out due to circumstances.

13. Intellectual Property Rights

All intellectual property rights, including but not limited to, author and database rights concerning the Application, all MyMeal.nl content, and brands and logos belong to MyMeal.nl and/or its licensors and may not be copied or used in any way without separate written permission from MyMeal.nl and/or its licensors. MyMeal.nl has the non-exclusive, non-transferable right to use content and the image and word mark of the Partner made public on the Application and in communication and advertising expressions in all media for the benefit of the Application. The Partner indemnifies MyMeal.nl against claims from third parties regarding (possible) infringements of the intellectual property rights of those third parties.

14. Personal Data

In the context of processing Personal Data, both Partner and MyMeal.nl are designated as Data Controllers. The parties ensure that Personal Data of Users is processed in accordance with applicable law and regulations, including but not limited to the General Data Protection Regulation. The Partner undertakes to process Personal Data only in the context of Orders. The parties take the necessary appropriate technical and organizational measures to ensure a security level tailored to the risk so that the Processing complies with applicable legislation and the rights of Users are safeguarded. The parties guarantee that Personal Data is only provided to those employees who need access to such data for the performance of their tasks. The parties and their employees are bound to a duty of confidentiality with regard to the Personal Data being processed. Through the Application, the Partner only receives the Personal Data of Users, as far as these Personal Data are necessary for the Partner to execute the Order or when the User has given his consent. MyMeal.nl cannot guarantee that Personal Data of Users is correct at all times. The Partner guarantees that Users will only be approached in connection with the execution of the Order and the obligations arising therefrom. It is expressly forbidden for the Partner to commercially exploit or use Personal Data of Users.

The Partner shall only process the Personal Data of Users to fulfill its obligations under the License Agreement and to comply with its accounting obligations. Even after termination of this License Agreement, it is not permitted for the Partner to commercially use Personal Data of Users. To ensure that MyMeal.nl can provide a quality service and improve the Application, MyMeal.nl will subject Personal Data to further Processing and guarantees that such Processing will take place in accordance with applicable legislation. Only MyMeal.nl is authorized to handle requests from Users, such as modification, correction, deletion, or retrieval of Personal Data. If the Partner receives such a request, it will immediately forward the request to MyMeal.nl and inform the User in writing. Parties have the option to outsource the processing of Personal Data entirely or partially to Subprocessors. Parties guarantee that the same obligations regarding data protection will be imposed on Subprocessors, as mentioned in this License Agreement. Parties remain the contact point at all times. MyMeal.nl uses hosting servers that are partially located in the United States. The processing of this data takes place on the basis of the American-European Privacy Shield. Apart from the foregoing, Parties undertake not to process Personal Data outside the EEA. If one of the Parties detects a Data Breach, it will report this immediately and no later than 48 hours after its discovery to the other Party and the supervisory authority. The notification contains all necessary information, such as the nature and scope of the Data Breach and proposed or taken measures to remedy and/or limit the consequences. The Party in whose business environment the Data Breach occurs, or the Party to whom the Data Breach is attributable, is responsible for taking action. This includes taking all appropriate measures to resolve and limit the consequences without any delay, as well as the necessary measures to prevent recurrence, at its own expense. The other party provides all reasonable support at the cost of the responsible party.

15. Force Majeure

When MyMeal.nl is prevented from fulfilling its obligations towards the Partner to fully or partially comply with the present Agreement, due to circumstances beyond its control, it is considered force majeure. In case of force majeure, which includes – besides what the law determines on this, disturbances in the internet or telecommunications infrastructure, (D)DoS attacks (Distributed Denial of Service), operational disruptions, stagnation in supply, fire, flooding, and in case MyMeal.nl is not able to deliver due to its own suppliers, regardless of the reason, whereby compliance with this Agreement cannot reasonably be expected from MyMeal.nl, the execution of this Agreement by MyMeal.nl will be suspended, without any obligation for compensation. If a situation of force majeure lasts longer than 60 calendar days, each of the Parties has the right to terminate the Agreement in writing. What has already been performed under the Agreement will be settled proportionally in that case, without the Parties owing each other anything as far as this results from the force majeure situation.

16. Liability

The total liability of MyMeal.nl due to attributable non-compliance with the Agreement is limited to compensation for direct damage. The maximum amount that will be paid in case of liability for direct damage per event is limited to the amount paid of the last three (3) invoices including VAT, with an absolute maximum of one thousand (1,000,-) euros including VAT per year. A series of related events is considered as one event. The total maximum of claims amounts to twenty-five hundred (2,500,-) euros including VAT per year. Direct damage only includes: Damage directly caused to tangible objects (“property damage”); Reasonable and demonstrable costs that the Partner would have to incur to make MyMeal.nl's performance conform to the Agreement. However, this damage will not be compensated if the Partner has dissolved the Agreement; Reasonable costs made to determine the cause and extent of the damage, insofar as the determination relates to direct damage as defined in this Agreement; Reasonable costs made to prevent or limit damage, insofar as the Licensee demonstrates that these costs have led to limitation of direct damage as defined in this Agreement. The liability of MyMeal.nl for indirect damage, including consequential damage, lost profits, missed savings, and damage due to business stagnation, is excluded. The liability of MyMeal.nl due to attributable non-compliance with the Agreement only arises if the Partner properly and promptly puts MyMeal.nl in default in writing, stating a reasonable period to cure the deficiency, and MyMeal.nl continues to fail to meet its obligations after that period. The default notice must contain a description of the deficiency in as much detail as possible, so that MyMeal.nl can respond adequately. A condition for any right to compensation is always that the Partner reports the damage as soon as possible after it occurs in writing to MyMeal.nl.

17. Amendment of Agreement

MyMeal nl is entitled to unilaterally amend this License Agreement. These changes also apply to existing Agreements and replace the previous License Agreement. The Partner will be informed of the change via the website and/or email. The amended provisions of the License Agreement will come into effect 30 calendar days after the announcement, unless a different date is indicated at the announcement. If the Partner does not wish to accept a change in these terms, he may terminate the Agreement against this date until the date the new terms take effect. Changes of minor importance can be made at any time, without the right of the Partner to terminate the Agreement.

18. Final Provisions

This Agreement is governed by Dutch law. As far as not prescribed otherwise by mandatory law, all disputes related to the Agreement will be submitted to the competent Dutch court in the district where MyMeal.nl is statutorily established. Parties commit themselves to resolve disputes related to this Agreement amicably in the first instance. The Partner is not entitled to transfer the rights and obligations of this Agreement to a third party without the prior written consent of MyMeal.nl. In the event that written consent is granted, MyMeal.nl is entitled to attach conditions to granting this consent. MyMeal.nl is entitled to transfer its rights and obligations under the Agreement to another company or a group of companies to which it belongs in the event of sale, transfer, merger, consolidation, or any other disposition of all or a substantial part of its assets after giving formal written notice to the Partner, provided that such transfer or assignment does not adversely affect the substantial rights and obligations of the Partner. Deviations from this License Agreement are only valid when they are recorded in mutual agreement and in writing. The remaining provisions included in this License Agreement retain their full effect. If a provision of the Agreement turns out to be void, this does not affect the validity of the entire Agreement. Parties will replace the void or invalid part with provisions that are valid and whose legal consequences, given the purpose of this License Agreement, correspond as much as possible with those of the void or invalid part.